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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 19, 2011
LASALLE HOTEL PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland
1-14045
36-4219376
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3 Bethesda Metro Center
Suite 1200
Bethesda, Maryland 20814
(Address of principal executive offices)
Registrant’s telephone number, including area code: (301) 941-1500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
 Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01.
REGULATION FD DISCLOSURE.
On January 19, 2011, LaSalle Hotel Properties (the “Company”) issued a press release announcing that it had priced an underwritten public offering of 2,600,000 7.5%
Series H Cumulative Redeemable Preferred Shares at a price of $25.00 per share for gross proceeds of $65.0 million. A copy of such press release is furnished as
Exhibit 99.1 to this report.
ITEM 8.01.
OTHER EVENTS.
On January 19, 2011, the Company priced an underwritten public offering of 2,600,000 7.5% Series H Cumulative Redeemable Preferred Shares at a price of $25.00
per share for gross proceeds of $65.0 million. The underwriters have been granted a 30-day right to purchase up to 390,000 additional Series H Preferred Shares to
cover overallotments, if any. The Company intends to use the net proceeds from the offering, which are expected to be approximately $62.8 million (without giving
effect to the exercise of the underwriters’ overallotment option) for one or more of the following purposes: to redeem its outstanding Series B Preferred Shares, to
reduce amounts outstanding under its senior unsecured credit facility, and for future acquisitions, working capital and other general corporate purposes, including
redemptions of other outstanding series of preferred shares. The offering is expected to close on January 24, 2011.
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should
not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s
control and which could materially affect actual results, performances or achievements. Forward-looking statement in this report include statements about the use of
proceeds from the offering and the closing date of the offering.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
No.
Description
99.1
Press release, dated January 19, 2011, issued by LaSalle Hotel Properties
The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this
report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
LASALLE HOTEL PROPERTIES
Dated: January 20, 2011
BY:
/s/ Michael D. Barnello
Michael D. Barnello
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press release, dated January 19, 2011, issued by LaSalle Hotel Properties
Exhibit 99.1
3 Bethesda Metro Center, Suite 1200, Bethesda, MD 20814
PH 301.941.1500, FX 301.941.1553
www.lasallehotels.com
News Release
LASALLE HOTEL PROPERTIES ANNOUNCES PUBLIC OFFERING OF
7.5% SERIES H CUMULATIVE REDEEMABLE PREFERRED SHARES
BETHESDA, MD, January 19, 2011 — LaSalle Hotel Properties (NYSE: LHO) today announced it has priced an underwritten public offering of 2,600,000
7.5% Series H Cumulative Redeemable Preferred Shares at a price of $25.00 per share for gross proceeds of $65.0 million. The underwriters have been granted a
30-day right, from the date hereof, to purchase up to 390,000 additional Series H Preferred Shares to cover overallotments, if any.
The Company intends to use the net proceeds from the offering, which are expected to be approximately $62.8 million (without giving effect to the exercise of
the underwriters’ overallotment option) for one or more of the following purposes: to redeem its outstanding Series B Preferred Shares, to reduce amounts outstanding
under its senior unsecured credit facility, and for future acquisitions, working capital and other general corporate purposes, including redemptions of other outstanding
series of preferred shares.
Wells Fargo Securities, BofA Merrill Lynch, Raymond James and RBS are serving as the underwriters for the offering. Copies of the preliminary prospectus
supplement, final prospectus supplement (when available) and base prospectus relating to these securities may be obtained from (a) Wells Fargo Securities, LLC, 1525
West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attn: Syndicate Operations, 1-800-326-5897, email: [email protected].,
(b) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 100 West 33 rd Street, 3 rd Floor, New York, New York 10001, Attn: Prospectus Department; email:
[email protected] , or by calling toll-free at 1-800-294-1322, (c) Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida
33716, or by calling toll-free at 1-800-248-8863, or (d) RBS Securities Inc., 600 Washington Blvd., Stamford, Connecticut 06901, Attention: Debt Capital Markets
Syndicate, or by calling toll-free at 1-866-884-2071.
A registration statement relating to the shares became effective upon filing with the Securities and Exchange Commission. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy any of the shares, nor shall there be any sale of the shares in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
LaSalle Hotel Properties is a leading multi-operator real estate investment trust owning 34 upscale full-service hotels, totaling over 8,500 guest rooms in 13
markets in 9 states and the District of Columbia. The Company focuses on owning, redeveloping and repositioning upscale full-service hotels located in urban, resort
and convention markets. LaSalle Hotel Properties seeks to grow through strategic relationships with premier lodging companies, including Westin Hotels and Resorts,
Hilton Hotels Corporation, Outrigger Lodging Services, Noble House Hotels & Resorts, Hyatt Hotels Corporation, Benchmark Hospitality, White Lodging Services
Corporation, Thompson Hotels, Sandcastle Resorts & Hotels, Davidson Hotel Company, Denihan Hospitality Group, the Kimpton Hotel & Restaurant Group, LLC,
Accor, Destination Hotels & Resorts, HEI Hotels & Resorts and JRK Hotel Group, Inc.
This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions
and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “will,” “expect,” “intend,”
“anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements.
Forward-looking statement in this press release include statements about the use of proceeds from the offering. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to, (i) risks associated with the hotel industry, including competition, increases in wages, energy costs
and other operating costs, potential unionizations, actual or threatened terrorist attacks, any type of flu or disease-related pandemic and downturns in general and
local economic conditions, (ii) the availability and terms of financing and capital and the general volatility of securities markets, (iii) the Company’s dependence on
third-party managers of its hotels, including its inability to implement strategic business decisions directly, (iv) risks associated with the real estate industry, including
environmental contamination and costs of complying with the Americans with Disabilities Act and similar laws, (v) interest rate increases, (vi) the possible failure of
the Company to qualify as a REIT and the risk of changes in laws affecting REITs, (vii) the possibility of uninsured losses, (viii) risks associated with redevelopment
and repositioning projects, including delays and cost overruns and (ix) the risk factors discussed in the Company’s Annual Report on Form 10-K as updated in its
Quarterly Reports on Form 10-Q. Accordingly, there is no assurance that the Company’s expectations will be realized. Except as otherwise required by the federal
securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein
(or elsewhere) to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such
statement is based.
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Additional Contacts:
Michael Barnello or Kenneth Fuller, LaSalle Hotel Properties – (301) 941-1500